Terms and Conditions of Sale


1 - The following General Terms and Conditions shall be deemed included as part of any offer submitted by Fibrosan A.Ş.(hereinafter referred to as the "Seller") for the sale of products and services (hereinafter referred to collectively as the "Products") manufactured, delivered or rendered by the Seller to a purchasing customer (hereinafter referred to as the "Buyer").

All orders from the Buyer are subject to the General Terms and Conditions stated herein. All contracts entered into between the Seller and the Buyer includes, as a material part, these General Terms and Conditions. All modifications or deviations from these General Terms and Conditions must be expressly accepted in writing by the Seller.

2 - These Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties in respect of the sale and delivery of the Products and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Buyer and any other terms and conditions submitted by the Buyer. Failure of the Seller to object to terms and conditions set by the Buyer shall in no event be construed as an acceptance of any terms and conditions of the Buyer. Neither the Seller’s commencement of performance nor the Seller’s delivery shall be deemed or constituted as acceptance of any of the Buyer’s terms and conditions.

If these conditions differ from any terms and conditions of the Buyer, these Conditions and any subsequent communication or conduct by or on behalf of the Seller, including, without limitation, confirmation of an order and delivery of the Products, constitutes a counter-offer and not acceptance of such terms and conditions submitted by the Buyer.

3 - The Seller shall be entitled to update and/or amend these Conditions regularly and by and as of the moment of notifying the Buyer of such update or amendment or by sending the Buyer the updated or amended Conditions, these revise Conditions shall apply to all dealings between the Seller and the Buyer.

4 - The Seller and the Buyer agree that valid, enforceable, and binding obligations may result from electronic means of communication. Any electronic communication between the Seller and the Buyer shall be considered to be a "writing" and/or "in writing".

Quotations, orders and confirmation

5 - a - The Seller supplies the products and the Buyer purchases the products at the prices and under the terms and conditions quoted in this document and such prices and accompanying terms and conditions shall constitute the contract of sale except where such prices quoted may be varied as per the terms and conditions hereunder.

5 - b - Quotations, made by the Seller in whatever form, are not binding upon the Seller and merely constitute an invitation to the Buyer to place an order. All quotations issued by the Seller revocable and subject to change without notice.Orders are not binding until accepted by the Seller in writing (the Seller’s Confirmation).The Seller is always entitled to refuse an order without indication of its reasons.

5 - c - Any samples supplied to the Buyer are supplied solely for information purposes and in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, merchantability, suitability or fitness for any purpose and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the Products.

5 - d - Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.


6 - a - The prices are based upon the countervalue of the relevant foreign currency at the rate of exchange established by the Central Bank of the Republic of Turkey at the date the prices are quoted to the Buyer and any variation from that rate of exchange and the rate ruling on the day an order is confirmed by the Buyer and accepted by the Seller may be added to the conract at the Seller’s discretion. The prices do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the products or the delivery thereof. The amount of any taxes levied in connection with the sale of the products to the Buyer shall be for the Buyer’s account and shall be added to each invoice or separately invoiced by the Seller to the Buyer.

6 - b - When prior to shipment changes occur in the cost of raw materials and auxiliary materials, fuel, energy, consular fees, costs of labour, internal and external freight and other expenses related to the fulfilment of this contract the Seller reserves the right to refix the prices without consulting the Buyer and such variations in price shall not exceed the amount by which they reflect the above mentioned costs. Should the mode of transport be changed for any reason from that originally specified and agreed then the Buyer will be liable for any additional charges incurred.


7 - a - All invoices shall be payable in accordance with the terms of payment printed on the invoice.

7 - b - Any complaint with respect to the invoice must be notified to the Seller within eight (8) days after the date of invoice. Thereafter the Buyer shall be deemed to have approved the invoice.

7 - c - In the case of more than one outstanding claim, the Seller shall be entitled to determine which claims are met by the Buyer’s payments.

7 - d - Following expiry of the payment deadline, default interest shall become due at least 3 % above LIBOR, without any reminder being necessary.

7 - e - The retention or reduction of payments because of complaints shall be permitted only with the Seller’s approval.

7 - f - Should the Buyer make any changes to the order after its acceptance by the Seller then the Seller may charge the Buyer for any additional costs or expenses relating to or resulting from the changes.

Property, transfer of risk & delivery

8- a - The property of the Products shall remain with the Seller unless or until the Buyer has discharged all his liabilities under this contract. In the event that the Buyer deals in or otherwise dispose of the Products supplied prior to discharging all liabilities under this contract then the Buyer shall hold any monies received for such dealing or disposal in trust for the Seller until all liabilities to the Seller are discharged.

8 - b - The risk of the Products shall pass to the Buyer on delivery.

8 - c - The retention of title shall not affect passage of the risk of loss and damage.

8 - d - The terms of sale within this contract shall be interpreted according to the current Incoterms in force at the time of the transaction unless otherwise agreed in a particular instance.

8 - e - Unless otherwise agreed, partial shipments will be allowed.

Examination & conformity to specifications

9 - a - On delivery or during the handling, use, processing, transportation, storage and sale of the Products, the Buyer shall examine the Products and satisfy itself that the Products delivered meet all contractual requirements.

9 - b - Complaints about the Products shall be made in writing and must reach the Seller not later than seven (7) days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and seven (7) days from the date on which any other claim was or ought to have been apparent, but in no event later than six (6) months from the date of delivery of the Products.Use or processing of the Products shall be deemed to be an unconditional acceptance of the Products and a waiver of all claims in respect of the Products.

9 - c - A determination of whether or not delivered Products conform to the agreed specifications for the Products as stated in the Seller’s Confirmation or in the absence of agreed specifications, to the most recent specifications held by the Seller at the time of delivery of the Products, shall be done solely by analysing the samples or records retained by the Seller and taken from the batches or production runs in which the Products were produced in accordance with the methods of analysis used by the Seller. The Products that the Seller consents or directs in writing to be returned shall be returned to the Seller at the risk of the Buyer, to the destination directed by the Seller.

9 - d - Defects in parts of the Products stated in the Seller’s Confirmation do not entitle the Buyer to reject the entire delivery of the Products. Complaints, if any, do not affect the Buyer’s obligation to pay as defined in paragraph 7. Upon receipt of a notice of defect, the Seller is entitled to suspend all further deliveries until the complaints are established to be unfounded and/or refuted or until the defect has been totally cured.


10 - a - The Seller will endeavour to complete the contract or ship the Products within the agreed time (if any) but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or shipment of the Products.

10 - b - In case shipment is delayed for any reason whatsoever the Buyer may allow a grace period and may cancel the part of the order not manufactured at the termination of this grace period. At the termination of this grace period the Buyer is not entitled to any other claim of damages save for the Products paid for but not manufactured.

10 - c - Products ready for shipment cannot be delayed for more than fifteen (15) days for reasons not attributable to the Seller. The Buyer is liable for all charges resulting from a delay in shipment at the request of the Buyer.


11 - The Buyer’s wrongful non-acceptance or rejection of the Products or cancellation or repudiation of the Seller’s Confirmation shall entitle the Seller to recover, in addition to any other damages caused by such action:

   i - in the case of the Products which reasonably cannot be resold by the Seller to a third party, the price of such Products; or,

   ii - in the case of the Products which can be resold by the Seller or where an action for the price is not otherwise permitted by law, damages equal to fifty percent (50%) of the price for the Products as liquidated damages.

Limited warranty

12 - a - The Seller carries on business as a manufacturer of glass fibre and related products and warrants that the Products sold under these Conditions shall be merchantable and suitable for the purpose for which they were designed and in good condition at the time of shipment and suitable packaged for export shipment.

12 - b - No warranty term or condition of sale is given or implied by the Seller or may be given or implied by any servant or agent of the Seller other than as stated in the contract terms and conditions of sale hereunder, and the Buyer undertakes that he will not rely on or seek to use against the Seller any terms and condition or warranty (implied or otherwise) save as is contained in the contract terms.

Limitation of liability

13 - In the event of any claims arising out of the supply of the Seller’s products the Seller’s liability shall be limited to the actual cost of replacing any defective products, and the Seller shall have no liability directly or indirectly for any other consequential loss howsoever caused directly or indirectly from the manufacture supply and use of the Seller’s products or for negligence of the Seller or its servants or agents or any Buyer of Products from the Seller except in respect of any express warranty contained herein or any statutory rights the Buyer may have under laws applicable to this contract.

Force majeure

14 - a - The Seller shall be excused from any obligation to the extent of delays in completion caused by acts or omissions attributable to the Buyer or its other contractors, acts of war or terrorism, embargoes, strikes, lockout, slowdown, labour disturbances, riot, explosion, sabotage, accident, epidemic, fires, earthquake, flood, unforeseen weather conditions, difficulty in obtaining neccesary labour or raw materials, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delays in transport or customs clearance, export or import restrictions, laws, statutes, ordinances, regulations, legislative measures, any other acts of God or governments or other administrative measures, orders or decrees of any court or any circumstances beyond the control of the Seller.

14 - b - The Seller shall be entitled to its reasonable costs and expenses incurred as a result of any such circumstances and a corresponding extention of time.In case of delays exceeding three months, the Seller shall be entitled to terminate the Contract, in which case the Seller shall be entitled to all payments then due and all other costs and expenses incurred in performing the Contract and/or resulting from termination, including the cost of any ordered products the Seller is required to pay.

Compliance with laws and standards

15 - The Buyer undertakes that he shall acquaint himself with all regulations issued by any Government Agency of Statutory or other Authorities with the power to make regulations governing the import, distribution, sale and use to which the Products are put and that at all times whilst the Products are in his possession or under his control he shall comply with all such regulatory requirements. The Buyer shall indemnify the Seller against any liability resulting from a breach of any such regulatory requirements.

Independent contractors

16 - The Buyer and other persons dealing in the Seller’s products have no right or authority to bind the Seller and shall not assume on its behalf any obligation express or implied nor represent themselves as having any special relationship (including acting as agent for the Seller) save as under the terms and conditions of any seperate Agency or Distribution Agreement. Such Buyers and other dealers in the Seller’s products shall give no warranty other than is contained in the contract terms and hereby indemnifies the Seller in full for any cost expenses and consequential losses arising from a breach of the conditions of this clause.

Suspension & termination

17 - a - If;
(1) - the Buyer is in default of performance of its obligations towards the Seller, or,
(2) - if the Seller has reasonable doubts with respect to the Buyer’s performance of its obligations to the Seller and the Buyer fails to provide to the Seller adequate assurance of the Buyer’s performance before the date of scheduled delivery and in any case within thirty (30) days of the Seller’s demand for such assurance; if the Buyer becomes insolvent or unable to pay its debts as they mature, or goes into liquidation (otherwise than for the purposes of a reconstruction or amalgamation) or any bankruptcy proceeding shall be instituted by or against the Buyer or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of the Buyer or if the Buyer enters into deed of arrangement or makes any assignment for the benefit of its creditors, then, without prejudice to any other rights of the Seller, the Seller may by notice in writing forthwith

     i - demand re-delivery and take repossession of any delivered products which have not been paid for, for which purpose the Buyer hereby grants an irrevocable right and licence to the Seller to enter upon all or any of the premises where the Products are or may be located and all costs relating to the recovery of the Products shall be for the account of the Buyer; and/or,

     ii - suspend its performance or terminate the Seller’s Confirmation for outstanding delivery of the Products unless the Buyer makes such payment for the Products on a cash in advance basis or provides adequate assurance of such payment for the Products to the Seller; without any intervention of courts being required and without liability for the Seller of whatsoever kind arising out of or in connection with such suspension or termination.

17 - b - In any such event of (i) and/or (ii), all outstanding claims of the Seller shall become due and payable instantly in proportion to the quantity of the Products delivered to the Buyer and not re-possessed by the Seller.

Governing law and arbitration

18 - a - The laws of Turkey (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to these General Terms and Conditions of Sale, including, without limitation, their validity, interpretation, construction, performance and enforcement.

18 - b - All disputes arising between the Parties from or in connection with this Agreement shall be settled through friendly consultations between the Parties. In the event that no agreement can be reached through consultations, the dispute shall be submitted to arbitration for final and exclusive settlement.

All disputes arising in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator appointed in accordance with the said Rules. The arbitration proceedings shall be in the English language and will take place in Istanbul, Turkey.


19 - When placing the order the Buyer must advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Products as to composition labelling distributors or sale of the Products and the Buyer must advise the Seller immediately of any change made in such requirements.

20 - The headings in these Conditions have been inserted for the convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular article or section.

21 - Neither party may assign any of the rights or obligations without the prior written consent of the other party, provided however, that Seller may assign such rights and obligations, wholly or partly, to any of its parent companies, subsidiaries or affiliates or to a third party acquiring all or a substantial part of Seller’s assets or business relating to the Products.

22 - Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

23 - No amendment to these Conditions shall be valid unless made in writing and signed by an authorized representative of each party.

24 - No waiver by the Seller of any breach of these Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

25 - If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

26 - The parties agree to treat secret and confidential the contract and any and all information obtained from the other party in connection with the contract and to not disclose any such information without the written consent from the other party unless necessary for the implementation of the contract.

27 - The Seller reserves the right to cancel these Conditions at any stage prior to delivery to the Buyer if the Seller feels that the Buyer may not be competent to use the Products correctly. Or that the Seller feels the buyer may use the Products incorrectly and in such a way that it could prove dangerous. Or the Seller could use the Products incorrectly and that the Seller reputation may be harmed.

All of the above stipulations are valid for all external sales of the Fibrosan A.Ş.and can in no way be altered by the representatives of the said company in foreign markets.